Whipfist - Birth of a Gladiator
by Prodigal The Son
Summary: Whipfist was a slave like many, but became so much more when he was taken to the Pits of Kaon. Follow him as he travels cybertron, and becomes a warrior to rival all others. Rated T; Contains Cybertronian Swearing; Tragic/Brutal scenes for machines.
1. Prologue

AN – Hello to all readers! I just signed up to fan fiction, took me an HOUR! But I got it done! This story tells of my OC Whipfist, it will also include OCs from my friends and family too. This story starts before the Bot/Con war, and goes through WFC and FOC, and then translates into Transformers Prime, while telling Whipfist's story as well. Enjoy!

Disclaimer – Transformers and all related characters and/or products are property of Hasbro. Whipfist is my own character.

Prologue

Tell me, do you know the feelings of excitement, love, and loss. If not you'd do well to listen to my story.

I started out like many great warriors: a nobody, a nameless slave worker who never knew his mother, or father, digging into Cybertron's underground. It was dark I remember, always dark, and cold, so cold that if you were too unlucky, your joints would freeze. There was never a bright moment for us, we never really get a break. When we do, many of us don't even know how to spend it, I was one of the few that did. I studied the ancient history of our planet, hoping that one day it could be useful. Some say that if you forget the past, then you're doomed to repeat it in the future. I was given a nickname, Scarred, because of the scar down my left optic, rendering it useless. I don't know how I got it, just that it's been there a long time, probably since I was a sparkling.

Now, when you're a slave among many others who are worth less than scrap, the last thing you want is to come short on you're daily requirements, because then the Overseers get angry and deem you as lazy and unwilling to work. Then they choose you, take you somewhere with a few others, take you to die. How did I know this before I was taken? Well, lets just say there are rumours, about where they take you, and they are justified by one simple fact: those who are taken, don't come back... I learned that the hard way, when I lost my closest friend. He called himself D-16, after the mine section we work in.

Like I said none of us have real names, but we do have feelings, personalities, and sparks, pulsing within our chest till the day they are extinguished. We could only tell each other apart from our colours and faces. My own colours being a dulled black with silver in some places, like around my joints, and my silver optics. My friend was pure silver with red highlights, even his face was smooth and clear, at least that's what I guessed it should be, but like me he was dulled and dirty from working down in that Primus forsaken mine! Primus, huh? The supposed maker who cared for us all, where was he when I prayed to him? Where was he when my friend, myself and many others were taken from dying mothers who they claimed "Could not be saved". Sometimes I wish I could just end all the pain and misery, even if only for myself. There was one day I wished I could have been done with my life and let Unicron come to claim my spark from the maker himself. That day seemed many shades darker for me though, almost as if Unicron wanted to grant my wish, because that's the day I was taken.

PS – This chapter is intentionally short to set things up. Review and tell me what you think. Also "every day hero", "Inkcrafter"! Now I finally got signed up, so you can review me too!

Advice from all is appreciated.


	2. Chapter 1 - Taken

Chapter 1 – Taken Scarred's POV

"Hey you there!" I turned from the driller I was assisting, to see one of the Overseers coming towards me.

"Yes sir?"

"You were supposed to reach your scheduled quota yesterday!" To say I was shocked would have been an understatement. Why? Because I hadn't just reached my target yesterday, I had surpassed it! There had to be a mistake!

"Sir all due respect I did in fact reach my scheduled quota, are you sure you're not mis-"

"Were you about to call me mistaken? As in I made a mistake? As in I'm stupid!?" He cut me off quickly causing gasps from the other workers, _"Primus, why did I have to keep my big mouth open?"_

"No sir I was ju-"

"So ya calling me liar now too!?" I backed away now I was in for it, he was beyond angry, just as I was beyond scared as he stomped over to me.

"S-sir?" I looked up at him towering over me, a glare in his optics, lit with rage.

"Let me show you what happens to insolent scrapheaps like you!" Before I knew it he had grabbed me by my head and was dragging me along the metal floor, I had no idea where he was taking me.

"Hey Brawl!" He called to a guard out of my view. I turned my head to see a deep green mech with a yellow visor over his optics. He also had what looked like, cannon barrels on his back? I was interrupted in my observations when the Overseer hit me across the head, knocking it to it's previous position. Then 'Brawl' spoke up.

"What do you want!?" He asked in a deep and gruff voice, he must be in the military, which scared me, but what the Overseer said next, scared me even more:

"Take him to Kaon"

"The pits?"

"The pits" I swear that confirmation caused my spark to stop pulsing. Was that where they took everyone? The gladiatorial arenas? And not just any, but the Infamous 'Pits of Kaon'? Only the most horrible of mechs – and on rare occasions femmes – would become a gladiator, and those in the the Pits of Kaon were the roughest and most dangerous of all. Many went in, and few came out. Perhaps my death wishes, had just been answered. Brawl came over to me, grabbed me by my shoulder and lifted me up. "Lights out!" That was the last thing I heard before he hit my head so hard it knocked me into stasis, my last thoughts being:_ "Primus, why?"_

The voiced were hazy, barely making sense._"...an't take him!" "Just go back t..." "...it spawned monster!" _Who are they? What are they saying!?

"_...d sooner die!" "...an be arranged" "...o through me first!"_

"_Hand him over o..." "Noooooo!"_


	3. Chapter 2 - Prowl

Chapter 2 – Prowl Scarred's POV

I woke with a start. I tried to get up but was bound. My vision was blurry, my shoulder in agony and I head the meanest headache in the universe. _"Thank you very much Brawl"_ I thought to myself, at least he lived up to the name he had. My optics must have been damaged otherwise my sight would have been better by now. But eventually after my head cleared, I could at least hear properly. Just what was that? Who were those voices? A more important question came to my mind, and I voiced it, "Where am I"

"On a transport, headed for Kaon, along with the rest who have been chosen" I looked up, I still couldn't see very well but I could vaguely make out the figure of a Black and white mech, about my height.

"Who are you?" I asked

"Prowl, Iacon Enforcer"

I was confused, but that's only the third understatement of the day – if I hadn't been out longer – Iacon was halfway around the planet!

"What're doing out here?"

"So you're not afraid to ask" It was more of a statement than a question, not that it mattered.

"I'm dead anyway"

"The pits huh? Shoulda` known, and as for your question I'm not at liberty to discuss it"

"Ha, like I said I'm a dead mech, you can tell me" For some reason I felt more talkative than usual, perhaps because I wanted to have a last chat before I was killed. 'Prowl' seemed to ponder on the subject for moment, then sighed, he must have agreed, albeit reluctantly.

"I wouldn't lose hope"

"Why not? I've read about Kaon, it's pretty much the harshest place on the planet, probably worse than even the mines underneath Kolkular!"

"So is that where you're from?" I nodded. Kolkular was in the darkest and most horrible sector of Cybertron, it makes sense I've lost hope knowing I'm going to its main zone. Prowl sighed again, then he sat down across from me. I couldn't help but think: _"Why does he care? No one's ever cared about a slave like me"_

"I'm here to keep the citizens in check" Prowl finally explained.

"Oh" I don't know why I didn't see it before, the Enforcers were the only ones keeping Kaon from being actively aggressive to other zone cities. They say that in Kaon if you even looked at someone funny, they smashed your face in.

"How are you're optics?" At that question I looked at him with a glare in said optics.

"Why do_ you_ care? No ones ever cared" I spat.

"Hey, just because you've led a harsh life, doesn't mean you have to be like the ones who caused it"

"Oh?"

"If you think that they're that bad, then you have to make sure you don't end up the same, that's what makes you better than them" I realised he was just trying to help me, for once I wasn't being relentlessly abused, and that made me smile.

"So?" He asked me.

"So what?"

"So how are you're optics?"

"Oh" I can't believe I forgot what he asked me a mere cycle ago, maybe my brain was damaged too.

"I think they're still damaged, everything I see is a blur." I explained, then a new voice cut in.

"They're not damaged, just out of sync" It sounded like a very mature voice, a little older than Prowl perhaps, who I had to say was pretty grown himself. That's how he sounded at least.

"Who invited you into the conversation Doc'?"

"Stop calling me that, my name is 'Ratchet' want me to spell it out for you!?"

The new mech must have been some sort of doctor, or a scientist. His voice held that sort of tone.

"And as for who invited me, you did when you mentioned his optics" I felt something being held to my head, a gun!? I backed away but was grabbed, my fear began to build up again, was I useless because of my optics?_"This is it! Some one's going to shoot me! I knew it!I'm dead now!"_

"Hold Still young one, I'm not going to hurt you, I'm sworn by my honour as a physician to help you, not kill you"

I relaxed when my vision started to clear, at last. I was still afraid though, but after a lifetime of slavery and abuse it's understandable. When I could finally see better, I got a good look at my doctor. He had a silver face with grey brows and blue optics, which held many years of medical experience in them. A white and orange/red paint job adorned his frame, save for his upper legs which were a dulled grey. His helmet was round on top and went straight down. He was holding some sort of tool in his hand, probably the one he used to re-sync my optics.

"Thanks doc'"

"Please, don't call me that"

"Sorry d- Ratchet" I corrected, almost making the same mistake.

"You're forgiven, at least _you_ actually apologise" He said glancing at Prowl, who I sized up next. He was a well built mech, slimmer than Ratchet however. Not quite what I expected for an enforcer but then again, appearances aren't everything. He had a black and white paint job, with hints of grey on his arms and legs. There was something on his chest, a red face. I recognised it as the insignia of the Iacon enforcers. I went further up seeing what looked like a pair of missile launchers on his shoulders. He also had back fins that were on of the purest whites I'd ever seen. His face was a more of a shiny grey. He had a pair of red highlights above his brow, he didn't have a helmet but he did have a visor, a bright yellow visor.

"Why are you guys helping me, you know I'm going to die anyway right?" Ratchet groaned, and walked through a door to Primus knows where.

"What's his malfunction?" I asked.

"You'd have to ask him, if you get the chance" Prowl sighed.

"We're helping you because according to the laws of Kaon dictate that all who are entered into the arenas are to be in their best physical position, even 'nameless slaves', that's why you're not in stasis like the rest of them, the doc was trying to patch you up" _"That makes sense, other wise there's no sport for the gladiators, and no show for the attenders"_

"Why?"

"Because they want the conte-"

"No I mean, why do you let them do what they want?"

"I don't, not all the time, remember why I'm here? Each sector of Cybertron has it's own laws decided by the public through voting and government dictation, even though there's only one governing body. Personally, I want to lock up every citizen in Kaon for the things they do. They're too much of a threat to the rest of this sector, and Cybertron. I wouldn't be surprised if every Kaonian suddenly declared war, and tried to kill every one who wasn't one of them. The best I can do is keep them in check though, and that's not easy" I was amazed.

"That was quite the speech, don't know why you're not in politics" He chuckled.

"Nah, I'm a fighter. That's what I'm good at and that's what I'll do, 'till the day my Spark expires. What about you, ever wanted to do something big with your life?"

I smiled. I was about to reply when I felt the transport we were on slow suddenly. I was getting bad vibes.

"W-we're here, aren't w-we?" My voice broke, I felt my body trembling with fear. This was it soon I would either be one with the Allspark, or burning in the Pit. This was my day, of reckoning.


	4. Chapter 3 - Kaon

AN – Hi guys, or Prime sparrow at least, thanks for reviewing! I'm probably going to make the events into a series of stories. If anyone has questions, ask away. Read and Review.

Disclaimer – Transformers and all related characters and/or products are the property of Hasbro. I own Whipfist, or scarred right now.

Chapter 3 - Kaon Scarred's POV

Prowl stood and released me hastily, then forced me to stand.

"Stay close to me" He said, and pulled me to a door outside of the medical bay I had been in. We walked down the hall, and all the while he was talking to me.

"When you are with the other "Contenders" you'll be taken by the guards and escorted through Kaon, when they speak to you make sure you do exactly what they say or you'll have no chance for survival"

"I haven't got a chance anyway" I pointed out.

"That's where you're wrong, when you're taken to the pits they give you some form of defence, otherwise the gladiators don't fight, even they have honour" That aroused my interest, I could get out of there? I could leave? But, where would I go? We walked into a room full of about two dozen others in lines, all of which looked as groggy as I was when I rebooted from stasis._ "Are they always as rough as brawl?"_ I couldn't help but think. Prowl put me in line with the others before whispering to me: "Never give up kid, never surrender, never break, no matter what" He pat my shoulder he then left me there with the crowd before I could reply.

I scanned the group of mechs and femmes who had been taken. Surprisingly, there were hardly any femmes. _"I guess they are still guys who believe they can't go "Lights out!" to the gals"_ The door we were in front of opened and a squad of guards came in, among them, was some one I did not want to see: Brawl. Jungle-Paint walked up to the front row and began an announcement.

"Listen up! You piles of scrap are going to be taken to the gladiator arenas near the heart of Kaon! On the way you will be escorted by the guardsmen, if you step out of line for even one nanoclick, you won't even make it to the gates, I'll see to that personally! Are we clear!?" He roared. Everyone without hesitation screamed in fear: "Yes sir!" Everyone but me that is, and he seemed to notice, because the next thing I knew he was on top of me with his visor in my scarred face.

"Are your audio receptors busted?" I had to be strong, so came up with a quick reply, "Maybe, but my optics are fine no thanks to you!" Everyone gasped at me, and I quickly regret what I said, he was obviously angry and his glowing visor showed it.

"I remember you, ya frakking scrapheap!" He backed away a bit and then slammed his fists on the floor. What he did next scared me more, his body seemed to disassemble itself and then rearrange the parts. Plates shifted and locked into place, the limbs became treads and stabilisers, and the barrels from his back were pointed right at me. _"SCRAP I'M GONNA DIE!"_

"I'm goin' to make you eat those words!" His alt' mode, was a slagging tank! With it's double-barrelled cannon pointed at me! I was so shocked I didn't notice everyone's attention on us, or another mech come up behind him and stop him from firing that monstrosity of a weapon at me. The teal mech grabbed his cannon and pulled it up to point at the ceiling, which in turn fell on him once he fired.

"OUCH!" He exclaimed in a very humorous way.

"Oops" The new mech said, pretty sarcastically I might add. Brawl transformed again, and was clearly ticked.

"What was that for!" He shouted in the face of the new mech. Even the guards were watching now, which was surprising enough.

"If the lad's crazy enough to stand up to a bully like you, then he's got the lug-nuts to stand up to any body in here! And that means he's got me on his side." The others in the crowd started speaking up next. "Me too!"

"Me three?"

"And me!" _"Primus I've started a small revolution!"_

"SHUT UP!" Brawl roared before stomping to the front of the crowd. I felt a tap on my shoulder and turned to see the mech who saved me, he had a smile on his face.

"Survive lad, and I'll see ya again" He started walking away.

"Wait!" I said quickly, he turned back to me.

"What do I call the mech who saved my life?"

"Name's Kup lad" Then he walked away. I was determined to survive now, so I could see him again.

"Hey pay attention!" A guard called to me, I turned back quickly. _"Kup"_ I thought, _"I hope I do survive to see you again"_ I had to now, if I survived I could get out of this pithole, I could see my new friends again... I would be free. _"Did D-16 survive too?"_

"Pay no attention to any fighting around you! You will stay in line and proceed through Kaon" Brawls roaring had interrupted my thoughts. The door in front of us opened and revealed an army of towering buildings, on which the twin moons shone. The beauty of the moons was countered by what was in the streets. Everyone was staring at us as we walked, some even decided to insult us, and grab at us for a punching slab.

"Pit-bound scavengers!"

"Junk yard rejects!"

"Scrap-eaters!" The words swarmed my mind no matter how hard I tried to block them out. I'm glad I've got great patience. We kept moving down the main roads, no one was on it because we were. That was fortunate. I glanced at the side walk to my left, only to see a poor soul on the floor, getting his face smashed in by a big mech. _"Poor guy"_

When we arrived at the arena, every slave in the group had to bend back to so there heads could see it all. It was – simply put – enormous! The arena was round, with spikes adorning the top of the edges. I swear that lightning clashed just then, and the rain came pouring down on us. That was nothing however compared to the mere sight of this thing alone. _"Great Primus beneath me!"_ We were directed to the left of the main entrance for some reason, I didn't dare ask why; my bravery was broken from shock. I soon found out though when the side of the arena opened, plates shifted and folded inside to reveal a staircase pointed down, which we were lead down.

AN – Next chapter will have action I promise! Read and Review!


	5. Chapter 4 - The Pits of Kaon

Chapter 4 – The Pits of Kaon Scarred's POV

It was dark in the tunnel; few lights were placed on the walls. But we could see, it wasn't as dark as the mines of Kolkular. We were lead down into a room with benches, and weapons on the walls. There were so many; sword variants; spiked maces; giant clubs; bladed whips. We were stood in the middle of the room while some other mechs came and grabbed weapons from the walls, then they came to us, slapping weapons in our hands. One of them came to me first, and leaned in close. We just stood there staring at each other, after a cycle he said to me: "Good luck" and with that he put the weapon in my hand. His voice held no tone of mockery, or one that demanded authority, just those words. I looked down at the weapon he gave me: a whip, one which had blades going down the sides. _"All the more deadly I guess"_ It shined a chromed silver. _"They must keep the weapons in good condition, I wonder if-"_

"Listen up!" Brawl, again.

"When the gates open you will go out into the arena, and you _will_ fight! If you don't fight, then you will be removed from the arena and suffer a slow and painful execution! Consider yourselves lucky, the gladiators you're going to be fighting are just amateurs." _"Just amateurs? That makes me fell SO much better"_

"Now get over here!" We were forced in front of the gates, and then we waited for our impending doom. I glanced to the side to see Brawl leave. _"I wonder where he's going_"

Brawl's POV

I can't believe I got this job, I was cast out of the Enforcers for this! The only comfort I get is the fact that it's them going out there and not me. I hope my request to join the fighters out there comes back approved, I live for a good fight!

"Hey brawl!" What now! I don't have time for this.

"What is it?" I turned to see one of the guards relaying a conversation between the stadium master and now, me.

"Your gladiator request came back" Speak of Unicron.

"It did! Well what's the news then SM?" I asked enthusiastically.

"Kaon security checked you're background" The stadium master replied.

"And?" I was getting a _little_ impatient now.

"Well they say this; you're generally dangerous; you've been convicted of assault 11 times across 7 zones; and you have too much of a big temper to-"

"Ya going to say I was denied!?" Now I was getting angry.

"No, I was going to say that you've been approved, you're gladiator material all right!" My anger was quickly replaced with joy.

"All right! When can I start?" I had to ask, had to know!

"This match if that's what you're after" Now I'm overcome with joy.

"I'm gonna put on a show! Gotta go, I need to get ready!" I took off, Knowing the first one I wanted to scrap.

Scarred's POV

We'd been waiting for decacycles now, so I'd had time to think. I glanced back at the rest of us, no one looked happy. The guards had left us locked in here, waiting for the gate to open. Eventually we heard an announcement over the stadium sound system.

"Mechs and femmes of Kaon! Welcome to the latest match you've all been wanting to see! We bring you today a whole new batch of younglings from the mines beneath Kolkular mountain!" Cheers were heard; horrifically.

"At the other end of the arena we will have amateur gladiators who are willing to prove themselves worthy of greatness.. or die trying!" More cheers encouraged the coming fight. I had to survive, above all else that was my main goal. I had gone beyond unfamiliar territory now, it was do or die.

(Insert Music – Skillet – Never Surrender)

Prowls words echoed inside my head as the gates began to open..._ "Never give up kid..."_ The gates opened fully. _"...never surrender..."_ We walked into the arena. _"...never break..."_ As we stood in the middle of the stadium, the opposite gate opened. _"...no matter what."_

"No matter what" I recited to myself. And the gladiators stepped out. "That's a promise Prowl"

If there was ever a time when I had felt fear as great as this, I could not recall it. I felt the neural link between the whip and brain activate, most weapons connected to the body or not, had said link in order to prove the holders capability and control over them. I gazed at the entering gladiators who all had weapons of their own, some even personalised to their own tastes. They stood at the other end of the arena... and then both parties charged.

Part of me was still afraid, but that was out-weighed by my confidence as I flicked out my whip and leapt into the air. I pulled the whip around my body in a semi-circle as I came down, and it made contact with its target. The mech never even saw it coming, but he was cut in half by the whip's bladed end. I landed beyond the rest, dive-rolled and turned to the groups who were engaged in battle. I had to survive, and to do that, I had to fight.

The fight had been raging for only a matter of cycles. I ran through the arena twirling the my whip above my head and swung into some other unlucky mech who got knocked to the floor in shredded armour. I picked up the sword he had in my other hand and turned to the rest of the battle. It was thinning out, most of the other slaves had fallen, but they'd taken the gladiators with them. One slave walked toward me with his hand on his torso.

"I'm sorry" I said, then looked up to see a tall mech with a sword in his hand, and energon our life's blood, dripping from it.

"You're next" He declared. I noticed his exposed neck cables and came up with a new strategy.

"Don't bet on it"

? POV

I watched the battle ensue and it filled me with nothing but sadness. Unwilling mechs and femmes brought here to be mercilessly executed, and for what? The entertainment of others! If there is one thing I believe in, it's that freedom is everyone's right, the freedom of choice most of all. I gazed upon of the slaves, he was still fighting for his life. He was slim, much like his chances for survival unfortunately. I watched as he wrapped the whip around his opponents neck and pulled. He turned as the decapitated head rolled along the floor beside his feet. The fight had been going into dawn now. The mech turned and the sunlight caught his frame, and revealed his black and silver paint job, or what was left of it. _"HOLD ON A NANO-CLICK!"_ My optics magnified the scene before me. _"Could it be?"_ It was it had to be, there was no mistaking that scar...

Scarred's POV

I paused, venting heavily to cool my systems. I scanned the arena which was now filled with nothing but bodies, and discarded weapons. They were all dead, I'd won? _"I won! Yeeeeeaaaaaaahhh!"_

"Well well well, look what I found" That voice! I turned, and there he was with visor aimed at me.

"Brawl?"

"Who else would it be _whip-fist?_" _"Well Scra- wait a cycle!"_

"What did you call me?"

"The only name that suits you. I'd say remember it, but I'll be too busy ripping you apart!" _"Double scrap"_ I clenched my fist around my whip. He's bigger than me, my size is my advantage. A hilt ejected from his arm's subspace and it extended into a huge weapon. It resembled a club, but has four equal sides so it was cuboid. Two of it's opposing sides had huge spikes on them which glowed a bright purple.

"So, which side do you want ripped of first?" _"It's official, I've run out of ways to say 'scrap'"_

"Um..." He rose his club over his head and brought it down on... nothing. I was _just_ lucky enough to roll to the side, then I turned my head to see him try again. This time I rolled backwards between his legs, then kicked them.

"AHHHHHHHH!" He screamed, falling to his knee joints.

"Whoops" I said, intentionally reminding him of Kup. I then ran around in front of him and sent an uppercut to his face mask cracking it, and my fingers" He fell backwards but it was my turn to scream in pain"AHHHH FRAK THAT HURT!"

"What!?" He asked me.

"What are you made of!? Cybertanium!?" I waved my hand comically, I didn't realise Brawl was on his feet again.

"That'll leave a mark."

"Not as much as this!" I turned into his flying fist, which hit me square in the chin, Knocking me to the rusted, metal ground.

(Music Fades Out)

"No one makes a fool of me! Ya hear!?" I tried to get up but he kicked me in the side.

"Umph!"

"No one, makes a fool of Brawl" I tried again but this time he impaled me with the handle of his weapon.

"AHHHHH!" I was leaking energon now,and in multiple places at that. He was breaking the rules, he had no honour! No compassion!

He leaned down behind my head.

"Hurry up and die scrapheap!" I wanted to, so badly I wanted the pain to stop, but Prowl's words still reverberated inside my head. _"Never surrender, Never surrender, Never surrender!"_ I made a promise... one that I intend to keep! Using all the strength left in me, I supported my weight on my arms. Then hoping I would hit target, I thrust my head backward and it smacked into Brawl's. He barely had time to register what had happened before I added an elbow to the chain. Sending him with – a destroyed face mask – flying behind me. The crowd performed a simultaneous "WHOOOAAA!" I stood fuelled by adrenaline, and anger that he was so horrible. I reached behind my back to grab the mace – the hilt of which extruded from my chest – and, I. Ripped. It. Out.

Impossible pain shattered my senses, I was using my anger now. I turned the mace over in my hand and walked towards the downed Brawl. His gunmetal grey face exposed; he looked at me, fear and hatred in his optics. The crowd encouraged me to finish the fight shouting "KILL! KILL! KILL!" I raised the weapon above my head, ready to strike. But I paused as I remembered another thing that Prowl had taught me. _"If you think they're that bad, then you have to make sure you don't end up the same, that's what makes you better than them"_ He was right, he _is_ right.

The mace came down fast... to the side of Brawl's head. A gasped escaped the now shocked crowd, which then began murmuring. I spoke loud enough so every one could hear.

"A friend told me, that no matter how harsh people are to me, no matter how horrible, I'm better than them, I'm better than you Brawl. Do you know why? Because I will never _be like you_. The crowd's murmurs rose in volume. Before the announcer cut in.

"What do we call the victor of this match?" I remembered something, something Brawl called me which did indeed "suit me."

"Whipfist" I answered and the crowd roared my new name.

"WHIPFIST! WHIPFIST! WHIPFIST! WHIPFIST!" I offered a hand to Brawl, and he took it, I used the last of my strength to pull him up, the last thing I felt before I entered stasis, was large yet gentle hands, catching me, from behind. There was a voice from behind me.

"Scarred, it's me..."

AN – So tell me what you think, read and review and to clarify a few things. Brawl's gonna have a great respect for 'Whipfist' and Prowl will come back don't worry! Skillet's "Never Surrender" is what I consider to be the theme that symbolises Prowl and Whipfist's friendship, and how the latter will never give in. I'd also like to thank Primesparrow for his/her continued support and reviews. PLEASE REVIEW!


	6. Chapter 5 - Inside my Head

AN – Id like to clear up some of the terms used in this fic, or rather what I intend them to mean. Not all of them will be true to the transformers wiki, but to my imagination.

Astrosecond – 0.516 Earth seconds

Nanoclick – Cybertronian second – 1.2 Earth seconds.

Cycle – Cybertronian Minute – 60 Earth seconds.

Decacycle – 10 Cycles.

Megacycle – Cybertronian hour – 2.4 Earth hours.

Solar Cycle – Cybertronian day – 16 Megacycles.

Stellar Cycle – Cybertronian year – 367 Solar Cycles.

Stasis – Sleeping, unconscious, knocked/passed out.

Stasis Lock – Emergency shut down to avoid too further damage to the body, kind of like a coma.

Terms like today and tomorrow will still be used, they just refer to the corresponding unit of time.

Cortical Psychic Link – Before Shockwave modified it into the Cortical Psychic Patch, this was a medical technique.

Chapter 5 - Inside my head Whipfist's POV

My vision was blurred, again. This time though it began to correct as I woke up- standing? I looked around to see where I was. I was standing in the Kaon arena, but the place was deserted, and my body was without a scratch!

"Well, I see your mind is still active, that's a relief" The voice was coming from behind me, and it was the same one I heard before going into stasis. It was deep yet held a kind tone, much like that of – wait, there's no way. Is it him? Is it really him? I turned to face the one mech I had been longing to see for ages. It was definitely him albeit taller, much taller. With more armour on his body and a cannon on his right arm, he'd modified himself. There was no mistake, it was my old friend from the mines, I could never forget his tone of voice, or that silver and red paint job.

"D-16?" I asked.

"Yes my friend, it's me" At that cycle I lost it, and embraced my old friend. He returned the gesture though more controlled.

"I thought you were dead, that I would never see you again. How did you survive!?"

"The same way you did, by fighting" He answered. I released him and voiced my next question.

"How did I get here D'? I remember being impaled and collapsing" He let out an amused chuckle.

"You're not really here" _"What, the frak?"_

"This is no time for jokes D`, how did I get here a cycle after collapsing!"

"What I mean is you're not physically here, this Scarred..." he gestured to the arena, "...is a construct of your mind"

Outside Whipfist's Mind... 3rd POV

"Soundwave report"

"Cortical psychic link: Stable. Whipfist's body: Heavily damaged" The visored mech responded, monotonic as ever. Soundwave was an excellent scientist, especially when it came to neurosurgery and Psychic linking, but like his brother Shockwave he saw emotions as something that could cloud his judgement. Ratchet knew that, he partly envied the mech for it, and he partly despised him for it. But they were excellent partners when it came to medical treatment, and close friends.

"What's the status of his vital organs?" He asked.

"Energon Tank: Leaking heavily from impalement. Transformation cog: Intact. Spark chamber: Ruptured. Spark status: Fading" Soundwave responded.

"We have to move fast to stabilise him!"

Whipfist's Mind 3rd POV

Whipfist was greatly confused, obviously.

"What do you mean D'?" He asked the silver mech, who sighed.

"When I rescued you from the arenas after you collapsed, you went into stasis lock. I took you to see my friend Soundwave; he is an excellent physician and an even better scientist. Right now I am inside your head via cortical psychic link while you are in surgery. Said link was designed for patients on the verge of death so that family, a friend or even just another doctor could speak to them and keep their mind active. It reduces the risk of the mind diminishing and helps keep the patient alive and thinking" D-16 explained.

"Oh" said Whipfist. _"So I'm still on the 'verge of death'"_ he thought.

"So, I have to keep thinking to stay alive?"

"More or less, maybe we should find a topic to talk about? It has been a while" D' suggested. Whipfist thought for a moment.

"Well how about what's been happening since we were separated?" He posed.

Outside Whipfist's Mind Ratchet's POV

"_Think Ratchet think! There has to be a way to save him. For 417 stellar cycles I have been repairing younglings and sent them out to get killed without a way to save them. Be it on the battlefield of wars or in the gladiatorial arenas. Not this time. I have to save him! I will save him"_

"Soundwave, fetch me a spark-stasis chamber, we have to stabilise Whipfist's spark!"

"Rumble: Eject. Operation: Retrieve spark-stasis chamber." Soundwave's right shoulder plating lifted then transformed into a humanoid shape, which in turn leapt down onto the floor.

"Let's rumble"

"Rumble just hurry!" I exclaimed to Soundwave's creation.

"Sure doc!" He returned. Not again.

"Don't call me 'Doc'!" Rumble moved to the other side of the laboratory while I moved to open Whipfist's thin chest plates.

"Soundwave: Will prepare laboratory for spark transfer" I heard my partner declare.

"Thank you Soundwave" said an annoyed Ratchet. A loud shattering noise followed by an equally loud "Scrap" got my attention _again_ though. I turned to see Rumble standing by a shattered glass and metal container.

"Rumble! I needed that! Soundwave, please tell me you have an idea, or we cannot save Whipfist!"

"I, understand" He replied to me, in first person.

Whipfist's Mind 3rd POV

"...and that's how I got my new name: 'Whipfist'"

"Hahahahahaha, and to think it started out as an insult from Brawl!"

"I know right!" Both mechs erupted in laughter. Whipfist was the first to stop his outburst.

"So what about you D'? What happened to you?" D-16 stopped for a moment, then looked at Whipfist.

"Actually it's not that different from you. I was forced to fight in the Pits of Kaon, given only a sword I was terrified. I survived though, and went on into greater battles. In doing so I earned more privileges, and I even personalised my own weapons" He gestured to the cannon on his arm. "I also decided to associate myself with power nobility and greatness, and gave myself a new name"

"Really, what name?" Asked a curious Whipfist.

"Do you have knowledge of the thirteen original primes?"

"The ancestors of the current Prime? And any other descendants who are not aware of their bloodline?" D-16 nodded.

"Um, a little" D-16 smiled.

"I have named myself after one of them, the one who I consider the greatest and strongest."

"Who?" D-16 stared into space – or rather the sky in Whipfist's mined - and then answered.

"Megatronus"

AN - You know what to do, Read and Review. Again thanks go to Primesparrow for Reviewing. I need more people to tell me what you think and if I can improve! Til' next time.


	7. Chapter 6 - Chilly

Chapter 6 – Chilly 3rd POV

"Soundwave: Suggests cryostasis"

"Cryostasis? But we wouldn't be able to operate on his body!" Ratchet exclaimed.

"Whipfist's body: Not salvageable. Only vital organs intact. Cryostasis, can be used to partially freeze Whipfist's body, and preserve his spark chamber during advanced frame reconstruction"

Ratchet's jaw dropped.

"Are you saying that we should half-freeze him, and then build him a new body!?"

"You are correct" Soundwave replied. Rumble came along.

"Sounds like a plan to me!" He said. Ratchet turned to face him.

"But it could shut down his brain _and_ snuff out his spark! Not only that but there is no recording of this procedure!" Soundwave lowered his head.

"Soundwave: Improvising"

"WHAT! Not only do you want to perform very dangerous procedure, but one you have never even thought of before! Let alone performed!" Ratchet was furious. He was about to protest more when Rumble intervened.

"Hey don't talk to the boss like that! Besides, I think he's got a chance at saving the guy!"

"Does it mat-" He sighed. "Do you think there's a chance Soundwave?"

"Probability of Whipfist's survival without procedure: 17.4%. Probability with procedure: 47.9%" Ratchet thought for a moment.

"Seeing as there is no alternative other than Whipfist's end, we have to try. Soundwave, how quickly can you rig a partial cryostasis chamber?"

"Time for chamber reformatting: approximately 15 cycles. Time till Whipfist's spark is extinguished: Approximately 18 cycles" Soundwave calculated.

"Then get started!"

**_3rd POV**

"Megatronus? You mean the one with that spiked staff?" Whipfist asked. Megatronus nodded.

"That is so cool!" Whipfist shouted. The silver mech chuckled then paused, he seemed to be staring at, nothing. Whipfist walked in front of the mech, waving his hand in front of his face.

"Megatronus? Megatronus speak to me" He was worried now. _"Did something go wrong with link? Has his mind been damaged?"_

"Megatr-" "I need to talk quickly!" He suddenly interrupted.

"What's wrong? Did the link get damaged!?"

"No, this is more about your safety than my own. Listen to me, I'm going to be relaying a conversation between you and Ratchet, what he will tell you is important to you survival!" Whipfist's fear, had returned again.

**_Soundwave's POV**

I understand that if I fail, Whipfist is lost to us... and I know Ratchet understands it too, or eh would not have been so reluctant to accept my proposal.

_'Soundwave what's your status'_ I heard my partners voice over the comm channels.

I replied: "Cryostasis chamber reformatting process: 74.87% complete"

_'Good, keep your pace. I'm almost finished informing Megatronus and Whipfist of the procedure'_

"Affirmative" There was a pause before he spoke again.

_'And Soundwave, we won't fail, we'll make sure of that'_ I was moved by his words.

"I understand. Thank you" Ratchet understands me, I don't ever want to fail. When I was a sparkling, I was always a failure as was my brother. Even if he was the eldest, Shockwave could never succeed either. So we made each other a promise we would never no matter what, fail again. We studied more so than any other cybertronian of our zone, if not our sector. In doing so we grew our intelligence due to our unique data processors, and advanced brains. Eventually we began to take occupations as scientists, though I also saw myself as a talented physician. Though through the stellar cycles our old failing factors began to resurface. Shockwave came to the conclusion that it was our emotions which made us weak; they clouded our judgement. So he did his best to block them from our processors... he was mostly successful.

"Chamber reformatting process: 89.6% complete"

'_Good I've briefed them on the procedure, they're preparing for any side effects'_

"Affirmative" I responded in my monotonic voice. As I said, Shockwave was _mostly_ successful. We don't normally feel emotions, but sometimes, when the surge is too much, we do feel. Sometimes we enjoy it, sometimes we hate it, but we always _feel_ it.

"Chamber reformatting: Complete. Preparing: For partial frame freeze"

_'Good, Megatronus and Whipfist are both ready... we're placing our hope in you Soundwave'_

"I, understand" I responded. I was feeling right now, fear. Th fear of failing to save Whipfist, the fear of letting my friend down, but I won't, not today.

**A few minutes earlier...**

"Whoa! Whoa! Back up! I'm gonna be frozen!?" Whipfist exclaimed, waving his arms for effect.

"I understand that you're a little nervous but-" He was interrupted by the young mech.

"A little nervous!? I _just_ survived the pits of Kaon and now you want to freeze me to death!?"

Megatronus covered his mouth to shut him up.

"Now if you will let me explain, I'll take my hand away" Whipfist nodded. Slowly Megatronus took his hand away.

"Now, I've been told by Ratchet that they are going to partially freeze your body in cryostasis to preserve your spark and mind" He explained. Whipfist nodded.

"Once it starts you'll need someone to remain connected to your mind in order to keep it active. I'll volunteer" Whipfist nodded again.

"So, there's going to have to be some one constantly connected to my mind in order to keep me alive? In that case, I wouldn't let it be you all the time"

"Are you saying that, you don't trust me?" Megatronus asked with feigned shock.

"No it's just that there's other people I'd like to talk to"

"Oh, and who might they be?" Whipfist looked down for a moment, then back up.

"An Iacon Enforcer, Prowl"

**AN – OMG sorry I took long to update, it's just I've been busy with school lately and my mind almost forgot about my fics! So things are about to get cold, really cold. If you've got ideas and advice, the please share in your reviews! Prodigal out!**


	8. Chapter 7 - Chilly Part 2

**AN - … No excuse. To clarify some terms in my view;**

**Hatchling – Newborn/Baby**

**Sparkling – Child/Kid**

**Youngling – Teenager. Past that it's adulthood.**

* * *

**Chapter 7 – Chilly Part 2**

**3rd POV**

"Okay Easy, Easy!" BANG! Came the movement of the berths off of their stands and onto the metal floor. Clearly, Ratchet was a little anxious.

"Rumble, be careful!" Well, maybe more than a little.

"Hey! If you wanted 'careful' then you picked the wrong minicon!" Rumble protested. They were currently transporting Whipfist's and Megatronus' unconscious bodies to where Soundwave had set up the stasis chamber. Of course, they had to be careful to avoid interrupting the cortical psychic link. Easier said and done for Rumble.

"I didn't pick you, Soundwave did!" Ratchet responded to the youngling, while activating the anti-grav on the berths. They both began pushing them towards the next room.

"What's the status of the link?"

"Uh…" Rumble looked at the terminal attaching the berths.

"Stable, I think."

"Get out of the way! Check the cable." The medic looked at the terminal himself while the minicon did as he was told, "It is stable."

"I knew that!"

In the next room, Soundwave – who had finished modifying the stasis chamber – waited patiently for his partner and symbiont. He had found Rumble and his other mini cons on a trip to one of cybertron's moons, where they lived. They were alone and abandoned, and that little bit of emotion that was not yet blocked by his inhibitor, surfaced. Soundwave opened the chamber with a hiss of rushing air, and then went to open the door for his waiting partners. They stood there with the berths, one holding Whipfist, one holding Megatronus.

"Chamber: Ready." His visor pulled back, revealing a deep black and grey face with red optics. He escorted them towards the chamber, helping to push Whipfist's berth; Rumble was having a hard time. They stopped next to the chamber and Soundwave took up his post at the control console.

"Alright Soundwave, this is your plan. What do we do first?" Ratchet asked him.

"I will place Whipfist in the chamber; you are to hook Megatronus to the adjacent machine. The machine will link him to Whipfist's brain via a Psychic link. It has been modified to ensure the link will not destabilise during the procedure."

"Understood" Now came the hard part. If they weren't quick, then Whipfist's mind could fade while they were transporting him from one machine to the other.

* * *

"In a moment I'm gonna be gone, but I'll be back when the link is re-established. What you need to do is keep your mind strong and active."

"Right and how do I do that?" Whipfist asked.

"I'd imagine you keep exercising your mind." Megatronus was preparing his old friend for the gap in their link that was to come.

"Right and how do I do THAT?" He repeated his question.

"Hahaha, I don't know! Do some math, reflect on your past, use your imagination! We're in your mind!"

"But, I don't have a past. Do I?"

"What, you mean you don't remember?"

"I… I-look I don't remember a thing of my life before my youngling stages!" That was an interesting revelation.

"What?! Oh, right!"

"What did you forget I can't remember my childhood?!" This was getting out of hand fast. "Now what?!"

"Uh, I don't know! Wait…" Megatronus – or his mental avatar – dropped his head in thought.

"What?" The younger mech was getting worried fast; if he couldn't keep his mind active then…

"Us" The older mech finally answered

"Come again?" Megatronus began to explain.

"Think about us! How we met under Kolkular mountain, what we went through in the mines, all of it. How did it make you feel? Find those memories and focus on them!"

"I'll… I'll try." That was when the arena around them started to change. It seemed to crumble into rust and re shape – as did Megatronus. "What's happening?!" Whipfist asked.

"The world is changing because you've subconsciously chosen a new location." I am because the link's being shut down." Megatronus explained to him.

"But-"

"No 'buts'. You need to keep thinking Whipfist! Think to live!" That was the last thing said mech heard, before Megatronus was nothing but rust on the wind.

* * *

Megatronus woke from power down with a jolt, and immediately saw a small mech – red and purple in colour – looking up at him. He was holding the link cable. "Frenzy?"

"Who else moronicus?" Frenzy was almost identical to rumble besides paintjob. "Soundwave had be bring ya out of it while he and the doc-"

"My name is not 'Doc!'" It was obvious who said that.

"Yeah, so what!" Frenzy continued. "Anyway, I had to wake you while he and the boss put Whipfist in the chamber. Rumble's over there activating the machine that you'll be hooked up to."

Megatronus got up slowly, hoping to avoid injury while his brain re-booted. He then went over to the medic and scientist to see if he could help.

"Anything I can do?" he asked. Ratchet was the one to answer.

"You can monitor his vitals." He suggested.

"Right." The gladiator acknowledged as he walked over to the screens. "His Spark-pulse is erratic!"

"What?!" Ratchet almost screamed as he ran over to the monitor himself. "He's already fading! I thought we'd have at _least_ a little more time! Megatronus get to that other machine!"

"On it!" He rushed to get over to it.

"Soundwave, it's down to you now!" Soundwave was activating the stasis chamber. "Primus, please, let this work." Ratchet sent a small prayer, which Megatronus added to.

"Be strong, my old friend… be strong…"

* * *

Whipfist's world had fallen into rust that rushed all around him. It was floating in the middle of a rust storm, watching the chaos and destruction flow by, being unable to do anything to it. The young cybertronian had thought of what Megatronus suggested: Think of how they met. And so, the rust began to take new shapes, and a scene formed before him.

In a dark alleyway, a battered and bruised sparkling on the verge of becoming a youngling, was crying. The lubricant fell from his optics and trailed down his body, as a pair of large mechs walked up to him.

"Well, look what we got here…" The sparkling's optics shot up to see the shorter of the mechs walk up to him. That was when the scene changed again, this time to the dark tunnels of mines.

The sparkling was being escorted into a large cavern, filled with mechs and femmes working on drills. The sparkling tripped suddenly and fell to the floor – the two mechs were not happy. One brutally kicked him in the side, while the other yelled at him, "Get up you piece of scrap!"

"AGHHHH!" The young one cried as he was beat again.

"I said, GET UP!" The abuser repeated.

"STOP!" The mechs found their gaze shifting to one of the miners, he was running over to them. "Leave. Him. Alone…" He said. The two overseers looked at each other, then released all their stifled laughter. The beaten and broken mech was harshly kicked over to the miner.

"Since you always do a go job, and I'm in such a generous mood, he's on your hands now… D-16." He then turned toward the rest of the crowd that had gathered, "And the rest of you, BACK TO WORK!" And with that they left.

Whipfist cracked a small smile at this memory, remembering how the young Megatronus had protected him back then. The scene then crumbled into rust as another one was formed.

* * *

**You know what to do: Read and Review!**


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